Agency, Partnership - LLC

Pre or Co-requisite: Corporations. Students with the appropriate background may obtain the instructor's permission to waive the requisite.

The law of Unincorporated Business Associations has undergone a revolution in the last few years. New York enacted a new Revised Limited Partnership Law. A revised Uniform Partnership Law was prepared by the Commissioners on Uniform State Laws and adopted by many states. Limited Liability Company (LLC) and Limited Liability Partnership statutes have been passed by many states including New York. This course covers the basic law of Agency, including the Restatement of Agency 2nd, and the law of Partnership, including limited partnerships and the new statutes. It includes the new LLC law, how to prepare and file the necessary papers for organization of a LLC and the new sections of New York law on how to organize a Limited Liability Partnership.

Grading and Method of Evaluation

Letter grade only. Final exam.

Contracts

This course is concerned with the law governing private agreements. The course deals with how contracts are formed; which contracts are valid and enforceable; what constitutes breach of a contract; and what remedies are available when a contract has been breached. Issues relating to the interpretation of contract language, the role of contracts in a market economy, and the policing of unfair bargains are also explored.

Grading and Method of Evaluation

Letter grade only. Final exam.

Corporate Finance

Prerequisite: Corporations

This is an advanced course in corporations that emphasizes their financial aspects. Students taking the course do not need a background in finance, since the course provides the groundwork of basic financial theory. The course is concerned with the advanced and detailed study of the legal problems in the issuance and reacquisition of shares; analysis of dividends and distributions; capital structures and corporate indebtedness; types of securities; and related security features of organizational changes (amendments, mergers, consolidations, sales of assets).

Grading and Method of Evaluation

Letter grade with pass/fail option. Final exam.

Corporations

This course examines formation and organization of corporations; financing the corporation; purposes and powers (ultra vires doctrine); transfer of shares (restriction of transfers; Article 8 U.C.C.); distribution of powers between shareholders and directors; some important aspects of the Securities Act of 1933, Securities Exchange Act of 1934; sale of controlling interest; derivative actions; preemptive rights; voting rights; dividends and distributions, organic changes; and dissolutions and liquidations.